DCO 8-K
Ducommun Inc /De/ (DCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 4, 2026, the Company’s Board of Directors (the “Board”) appointed Mark A. Caylor as a Class II Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2029 and until his successor is elected and qualified. In connection with Mr. Caylor’s appointment, he has been appointed to serve as a member of the Board’s Audit Committee.
The Company is unaware of any arrangements or understandings between Mr. Caylor, on the one hand, and any other person, on the other hand, pursuant to which Mr. Caylor was selected as a director of the Company, nor does Mr. Caylor have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Caylor’s service as a director, he will be compensated on the same basis as other non-employee directors of the Company. Effective April 28, 2026, the Company’s non-employee directors will be paid a mix of cash and equity for their service on the Board, consisting of: an annual cash retainer of $85,000 to be paid in equal increments on a quarterly basis; an equity-based annual retainer in the form of restricted stock units for a number of shares equal in value to $160,000 based on the average closing price of the Company’s common stock over the five trading days preceding the date of grant, typically occurring on or shortly after the date of the Company’s annual meeting of stockholders, and vesting on the one-year anniversary of the date of grant; committee retainer fees ranging from $5,000 to $12,500 ($12,500 in the case of the Board’s Audit Committee); an additional retainer for committee chair roles, ranging from $7,500 to $17,500; and an additional retainer for the lead independent director of $32,000. Accordingly, Mr. Caylor will receive proportionate amounts of the foregoing annual cash retainer and committee retainer fees for the remainder of fiscal year 2026 and an equity-based annual retainer when such retainers are granted to other non-employee directors, as applicable. In connection with his appointment, the Company will enter into its standard form of indemnification agreement with Mr. Caylor, which among other things, requires the Company to indemnify Mr. Caylor to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to his service as a director of the Company and to advance any expenses incurred by Mr. Caylor in connection with any such proceedings.
| Item 7.01 | Regulation FD Disclosure. |
On May 4, 2026, the Company issued a press release regarding Mr. Caylor’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Title and Description | |
| 99.1* | Ducommun Incorporated press release issued on May 4, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: May 4, 2026 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||
Exhibit 99.1
Ducommun Incorporated Appoints Mark A. Caylor to its
Board of Directors
Former Corporate Vice President and President of Northrop Grumman’s Mission Systems Sector Provides
Defense Industry and Financial Expertise to Support
Ducommun’s Growing Missile and Radar Franchise
The Ducommun Board Has Now Added 6 New Directors in the Past 5 Years
Costa Mesa, Calif., May 4, 2026 (GLOBE NEWSWIRE) — Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”), a global supplier of Engineered Products, Aftermarket and Value-Added Manufacturing Solutions for the aerospace and defense industry, announced today that in support of the Company’s VISION 2027 Strategy and as part of its ongoing board refreshment process, Mark A. Caylor has been appointed as an independent member of the Company’s Board of Directors (the “Board”), effective May 4, 2026.
“We are thrilled that Mark Caylor will be joining our Board of Directors,” said Stephen G. Oswald, chairman, president and chief executive officer. “He has an exceptional track record within the aerospace and defense industry and brings valuable expertise to Ducommun’s Board as we continue to execute on our VISION 2027 Strategy. Mark has extensive engineering, corporate strategy and mergers and acquisitions leadership experience at a key defense prime, Northrop Grumman, and will be critical to our efforts to both grow organically and through acquisition now and in the future. I am also delighted to have finished our board refresh with an outstanding leader like Mark”.
Mr. Caylor is a seasoned aerospace and defense executive with over 35 years of experience in driving, planning and executing corporate strategy, and identifying and capitalizing on global market opportunities that drive revenue and profitable growth. Mr. Caylor has served as a director on the board of LightPath Technologies, Inc., since October 2025 and retired as Corporate Vice President and President of Northrop Grumman’s Mission Systems Sector, a supplier of advanced sensing, processing and communications technologies for defense customers across the United States and Europe in 2024. Prior to that, Mr. Caylor served as President, Enterprise Services and Chief Strategy Officer, leading Northrop Grumman’s corporate strategy, mergers and acquisitions and shared services functions, joining Northrop Grumman in 2002.
Mr. Caylor earned his bachelor’s degree in aeronautical and astronautical engineering from the Massachusetts Institute of Technology, and a master’s degree in aeronautics and astronautics from the California Institute of Technology. He later earned a master’s degree in business administration from UCLA’s Anderson School of Management before starting his career in 1988 at Hughes Aircraft Company, which was subsequently acquired by the Boeing Company.
Mr. Caylor commented: “It’s exciting to join Ducommun as it continues its successful transformation over the past several years by sharpening its strategic focus and reshaping its portfolio towards higher growth and margin areas. Having worked in the aerospace and defense industry for decades, I know and respect Ducommun’s well-earned reputation as a leading supplier of innovative value-added manufacturing solutions, and I am honored to join its Board of Directors. I am eager to work with Steve and the rest of the Board as they continue to execute the VISION 2027 Strategy to drive long-term value for shareholders.”
This appointment is part of Ducommun’s Board refreshment program designed to help ensure that the Company’s Board has the best mix of skills and experience necessary to support Ducommun’s leadership team in driving VISION 2027 and shareholder value. The Corporate Governance and Nominating Committee conducted a thorough search with the assistance of a leading independent search firm, who evaluated over fifty prospects for this role. This process spanned several months and culminated in Mr. Caylor being identified from among several highly qualified candidates.
Ducommun’s Board and management team have overseen a successful business transformation over the past nine years and are well positioned to continue to focus on driving sustained shareholder value through execution of the Company’s VISION 2027 Strategy.
About Ducommun Incorporated
Ducommun Incorporated delivers engineered products, aftermarket and innovative value-added manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the company specializes in two core areas – Electronic Systems and Structural Systems – to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit Ducommun.com
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the federal securities laws relating to Ducommun Incorporated, including statements about its VISION 2027 Strategy, expected growth both organically and through acquisition, and similar expressions that concern Ducommun’s intentions or beliefs about future occurrences, expectations, or results. Forward looking statements are subject to risks, uncertainties and other factors that may change over time and may cause actual results to differ materially from those that are expected. It is very difficult to predict the effect of known factors, and Ducommun cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed in our reports filed with the Securities and Exchange Commission. The forward-looking statements included in this press release are made only as of the date of this press release, and Ducommun does not undertake any obligation to (and expressly disclaims any such obligation to) update the forward-looking statements to reflect subsequent events or circumstances.
CONTACTS:
Suman Mookerji, Senior Vice President, Chief Financial Officer, 657.335.3665